gallantt ispat limited code of conduct for …e. the executive/personal secretarial staff of the...
TRANSCRIPT
GALLANTT ISPAT LIMITED
CODE OF CONDUCT
FOR
PREVENTION OF INSIDER TRADING
AND
CODE OF PRACTICES AND PROCEDURES FOR FAIR
DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION
Securities and Exchange Board of India (hereinafter referred to as "SEBI’ has promulgated the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and SEBI Prohibition of Insider
Trading Amendment Regulations, 2018.
The objective of the Regulations is to prevent Insider Trading by prohibiting trading, communicating,
counseling or procuring Unpublished Price Sensitive Information. Insider Trading is an unethical practice
resorted to by those in power and privy to certain unpublished price sensitive information relating to a
company to profit at the expense of the general investors who do not have access to such information.
Gallantt Ispat Limited (hereinafter referred to as the "Company') has framed "'THE CODE OF CONDUCT FOR
PREVENTION OF INSIDER TRADING" (hereinafter referred to as Code) which is binding on the Designated
Persons during the course of performance of their duties. This Code is in line with the policy of the Company
to implement and practice the principles of Corporate Governance based on fairness, transparency, integrity,
honesty and accountability, consistently being followed by the Company in all its business practices and
dealings. The Company recognizes that strict observance of the Code is a basic pre-requisite for ensuring full
confidentiality of all "Unpublished Price Sensitive Information" and to build general investor confidence and
stakeholder credibility. Unless otherwise stated, this policy applies to the employees/designated persons
(including immediate relatives) of all the subsidiaries, joint ventures and associates (whether in or outside of
India) of the Company (collectively or individually hereinafter referred to as the “Group”).
Further, the Company has adopted the "CODE FOR CORPORATE DISCLOSURE PRACTICES FOR PREVENTION OF
INSIDER TRADING" to ensure timely and adequate disclosure of Price Sensitive Information with special
reference to analysts, institutional investors etc.
"'THE POLICY AND CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING" and the “CODE FOR
CORPORATE DISCLOSURE PRACTICES are hereinafter referred to as the Code of Conduct.
The Code of Conduct will be effective March 30, 2019, the date of approval by the Board of
Directors.
The Code of Conduct shall also be uploaded on the website of the Company at www.gallantt.com
The following terms and phrases as used anywhere in this Code of Conduct shall be interpreted to convey the
meaning ascribed to them hereunder:
1. Applicability:
The Code is applicable to the designated persons and immediate relatives of designated persons of
the group as defined in the code from time to time.
2. Audit Committee
Audit Committee means Audit Committee of the Board constituted under the Companies Act, 2013.
3. Board of Directors:
“Board” or “Board of Directors” means the Board of Directors of the Company including any
committee of the Board
4. Company:
“Company” means Gallantt Ispat Limited
5. Compliance Officer
“Compliance Officer” means the Company Secretary of Gallantt Ispat Limited.
6. Connected Person
“Connected Person,” includes –
i .A Director of the Company;
ii. A Key Managerial Personnel of the Company;
iii. An Officer of the Company;
iv. Any person who is or has been in a contractual or fiduciary or employment relationship at any
time in the six month period prior to the date of determining whether that person, as a result of
such relationship, was, directly or indirectly,(x)allowed access to Unpublished Price Sensitive
Information (UPSI )or (y)reasonably expected to be allowed access to Unpublished Price Sensitive
Information (UPSI);
v. Any person who is or has been in frequent communication with an Officer of the Company at any
time in the six month period prior to the date of determining whether that person, as a result of
such frequent communication, was, directly or indirectly, (x) allowed access to Unpublished Price
Sensitive Information (UPSI) or (y) reasonably expected to be allowed access to Unpublished Price
Sensitive Information (UPSI);
vi. An employee of the Company who has access to Unpublished Price Sensitive Information (UPSI )
or is reasonably expected to have access to Unpublished Price Sensitive Information (UPSI );
vii. Any person who has a professional or business relationship and that relationship, directly or
indirectly, (x) allows access to UPSI or (y) is reasonably expected to allow access to UPSI;
viii. Any person classified as a “Designated Person” defined as below:
a. Promoters of Gallantt Ispat Limited;
b. Directors of Gallantt Ispat Limited and its subsidiaries and associates;
c. All employees of the Group who are in the cadre of Manager and above;
d. All employees of the group in the Finance and accounts / Corporate Secretarial/
Communications department across the Group.
e. the executive/personal secretarial staff of the Chairman , CEO & Managing Director
f. Any other Connected Person designated by the Board members/Compliance Officer on the
basis of their functional role in the organisation.
g. persons ( including representatives of the auditors, accountancy firms, analysts, consultants
etc.,) as identified by the Compliance Officer in consultation with the Board in line with the
objectives of the Code.
h. Chief Executive Officer and employees upto two levels below Chief Executive Officer of the
company, intermediary, fiduciary and its material subsidiaries irrespective of their functional
role in the company or ability to have access to unpublished price sensitive information;
i. Any support staff of the company, intermediary or fiduciary such as IT staff or secretarial staff
who have access to unpublished price sensitive information.”
h. Immediate relatives of ‘a’ to ‘i’ above.
The persons enumerated below shall be deemed to be Connected Persons if such person has access to UPSI
or is reasonably expected to have access to UPSI
a. Immediate relative of Connected Persons;
b. A holding company or associate company or subsidiary company;
c. An intermediary as specified in section 12 of the SEBI Act or an employee or director thereof
An investment company, trustee company, asset management company or an employee or
director thereof;
d. An official of a stock exchange or of clearing house or corporation;
e. A member of board of trustees of a mutual fund or a member of the Board of Directors of the
asset management company of a mutual fund or is an employee thereof;
f. A member of the board of directors or an employee, of a public financial institution as defined
in section 2 (72) of the Companies Act, 2013;
g. An official or an employee of a self-regulatory organization recognised or authorized by the
SEBI;
h. A banker of the Company;
i. A concern, firm, trust, Hindu undivided family, company or association of persons wherein a
director of the Company or his Immediate Relative or banker of the Company, has more than
10%percent of the holding or interest.
7. Contra Trade
“Contra Trade’’ means a trade or transaction which involves buying or selling any number of shares
of the Company and within 6 months trading or transacting in an opposite transaction involving sell
or buy following the prior transaction.”
8. Director
“Director” means a director appointed to the Board of a Company.
9. Group means Gallantt Ispat Limited, its subsidiaries and associates Companies.
10. Immediate Relative
“Immediate Relative” of a person means a spouse, and includes parent, sibling and child of that
person or his or her spouse, if they are either dependent financially on such person or consult such
person in taking decisions relating to Trading in securities.
11. Insider
An insider means any person who is:
(i)a Connected Person or
(ii)In possession of or having access to Unpublished Price Sensitive Information.
12. Key Managerial Personnel
“Key Managerial Personnel” in relation to a company, means-
i. the Chief Executive Officer or the Managing Director or the Manager;
ii. the Whole time director;
iii. the Chief Financial Officer;
iv. the Company Secretary and
v. Such other officer as may be prescribed by the Companies Act 2013.
13. “Material financial relationship” shall mean a relationship in which one person is a recipient of any
kind of payment such as by way of a loan or gift during the immediately preceding twelve months,
equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the
payment is based on arm’s length transactions
14. Officer
“Officer” includes any Director, Manager or Key Managerial Personnel or any person in accordance
with whose directions or instructions the Board of Directors or any one or more of the Directors is or
are accustomed to act;
15. Securities
“Securities” shall have the meaning assigned to it under the Securities Contracts (Regulations) Act,
1956 or any modification thereof except units of a mutual fund, which as follows
“Securities” include—
(i) shares, scrips, stocks, bonds, debentures, debenture stock or other marketable securities of a like
nature in or of any incorporated company or other body Corporate
a) Derivatives;
b) Security receipt as defined in clause (zg) of section 2 of the Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
c) Units or any other such instrument issued to the investors under any mutual fund scheme
(ii)Government securities; Such other instruments as may be declared by the Central Government
to be securities; and
(iii)Rights or Interest in securities;
16. Trading
“Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy,
sell, deal in any securities, and “trade” shall be construed accordingly.
Words and expressions used and not defined in the Code of Conduct but defined in the Securities
and Exchange Board of India Act, 1992, Securities and Exchange Board of India(Prohibition of Insider
Trading) Regulations 2015, the Securities Contracts (Regulation) Act,1956, the Depositories Act,
1996 or the Companies Act, 2013 and rules and regulations made thereunder shall have the
meanings respectively assigned to them in those legislations.
17. Unpublished Price Sensitive Information (“UPSI”)
Unpublished Price Sensitive Information (“UPSI”) means any information, which relates directly or
indirectly, to the Company or its securities, that is not generally available which upon becoming
generally available, is likely to materially affect the price of the securities of the Company.
“Generally available” information means information that is accessible to the public on a non-
discriminatory basis.
UPSI includes, without limitation, information relating to the following:
i. Consolidated or standalone quarterly/half yearly/ annual audited or unaudited financial
results, financial condition, projections or forecasts of the Group ;
ii. Dividends (both interim and final);
iii. Change in capital structure not limited to following;
a)Issue of any class of securities.
b) Acquisition, merger, de-merger, amalgamation, restructuring, scheme of
arrangement, spin off of setting divisions of the company, etc.
c) Change in market lot of the company's shares, sub-division of equity shares of
the company.
d) Voluntary delisting by the company from the stock exchange(s).
e)Forfeiture of shares.
f) Any action which will result in alteration in the terms regarding
redemption/cancellation/retirement in whole or in part of any securities issued
by the company.
g) Information regarding opening, closing of status of ADR, GDR or any other
class of securities to be issued abroad.
h) Cancellation of dividend/rights/bonus, etc.
iv. Mergers, de-mergers, acquisitions, de-listings, disposals and expansion of business and such
other transactions;
v. Changes in the Key Managerial Personnel; and
vi. The following Material events a) Developments with respect to pricing/realisation arising out of change in
the regulatory framework
b) Any regulatory development/ action (positive or negative) that can have
material impact on future operations and financials of the Company or the
Group including its ability to continue to perform its normal business
operations
c) Revision in credit ratings
d) Any other information having bearing on the
financials/operation/performance of the Company or the Group.
f)Commencement of commercial production/commercial operations
vii. The following financial transactions having financial impact of in revenue or in profits:
a) Changes in the general character or nature of business including entering into
new lines of business/ development of new products
b) Disruption of operations due to natural calamity
c) Business transactions including manufacturing expansion (both Greenfield
and brownfield), entering into or terminating licensing or contract
manufacturing agreements.
d) Litigation /dispute with a material impact.
DUTIES OF THE COMPLIANCE OFFICER
The Compliance Officer shall be responsible for:
• Setting forth policies in relation to the implementation of the Code of Conduct and the Regulations
in consultation with the Board/Audit Committee.
• Prescribing procedures for various activities referred to in the Code of Conduct and the Regulations.
• Compliance with the policies and procedures referred hereinabove.
• Monitoring adherence to the regulations for the preservation of UPSI.
• Grant of pre-trading approvals to the Designated Persons for trading in the Company‘s Securities by
them / their Immediate Relatives and monitoring of such trading.
• Implementation of Code of Conduct under the general supervision of the Audit Committee and the
overall supervision of the Board of the Company.
• The Compliance Officer shall assist all the Designated Persons in addressing any clarifications
regarding the Regulations and this Code of Conduct.
• The Compliance Officer shall close the trading window for such periods as he/she may deem fit in
compliance with the provisions of this code.
The Compliance officer shall maintain a record of designated persons such as Directors, such employees and
connected persons including representatives of the auditors, accountancy firms, law firms, analysts,
consultants, etc., as identified by the Board and their immediate relatives and changes thereto from time to
time. He will also assist the designated persons in addressing any clarifications regarding the Regulations and
this policy/code.
The compliance officer shall confidentially maintain a list of such securities as a “restricted list” (if any) which
shall be used as the basis for approving or rejecting applications for pre-clearance of trades.
Every quarter the Compliance Officer will present to the Audit Committee Chairman the material
facts relating to the trading of securities by the designated persons along with the documents that
such person has executed in accordance with the pre-trading procedure prescribed under this
policy.
PROHIBITION ON COMMUNICATING OR PROCURING UPSI
i. An INSIDER shall not – Communicate, provide, or allow access to any UPSI, relating to the
Company or its securities, to any person including other insiders, except to the extent
hereinafter mentioned in the Code of Conduct or
ii. No person shall procure from or cause the communication by an Insider of UPSI, relating to the
Company or its securities; or
iii. An INSIDER shall not- Discuss UPSI in public places, or
iv. An INSIDER shall not- Disclose UPSI to any Employee who does not need to know the
information for discharging his or her duties, or
v. An INSIDER shall not- Recommend to anyone that they may undertake Trading in Securities of
the Company while being in possession, control or knowledge of UPSI, or
vi. An INSIDER shall not -Be seen or perceived to be Trading in Securities of the Company while in
possession of UPSI.
The Specified persons who are privy to UPSI, shall handle the same strictly on a “need to know” basis. This
means the UPSI shall be disclosed only to those persons who need to know the same in furtherance of a
legitimate purpose, the course of performance of discharge of their duty and whose possession of UPSI will
not in any manner give rise to a conflict of interest or likelihood of misuse of the information.
LIMITED ACCESS TO CONFIDENTIAL INFORAMTION
Specified Persons privy to confidential information shall, in preserving the confidentiality of information, and
to prevent its wrongful dissemination, adopt among others, the following safeguards.
File containing confidential information shall be kept secure
Computer files must have adequate security of long through a password
Follow the guidelines for maintenance of electronic records and systems as may be prescribed by
the Compliance officer from time to time in consultation with the person in charge of information
technology function.
To prevent the misuse of UPSI, the Company will have the policy which separates those departments
which routinely have access to UPSI, considered “inside areas” form those departments which deal with
sale/marketing or other departments providing support services, considered “public areas”.
As per this policy, the employees in the inside areas are not allowed to communicate any UPSI or anyone in
the public areas, the employees in inside area may be physically separated from the employee in public area
and the demarcation of various departments as inside area shall be determined by the Compliance Officer in
consultation with the Board.
Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed
access to or procured:
1) in furtherance of legitimate purposes, performance of duties or discharge of legal obligations
pursuant to appropriate confidentiality and non-disclosure agreements being executed; or
2) in the event the Board of Directors direct or cause the public disclosure of UPSI in the best
interest of the Company pursuant to appropriate confidentiality and non-disclosure agreements
being executed; or
3) within a group of persons if such persons have been identified and secluded within a “Chinese
wall” or information barrier by the Compliance Officer from the rest of the Company for a particular
purpose or for a specified period of time in furtherance of legitimate purposes, performance of
duties or discharge of legal obligations, and are subjected to, among other conditions, additional
confidentiality obligations, information barriers designed to prevent exchanges of UPSI outside the
“Chinese wall.”
PROHIBITION ON INSIDER TRADING
An Insider shall not, directly or indirectly, –
i. Trade in securities that are listed or proposed to be listed when in possession of UPSI;
ii. Trade in securities of the Company except when the Trading Window is open and the Insider is
not in possession of UPSI.
Provided the restriction in 3 (i) above shall not apply to:
1) a transaction that is an off-market inter-se transfer between Promoters who were in
possession of the same UPSI without being in breach of this Code of Conduct and both parties
had made a conscious and informed trade decision; and
2) Trades pursuant to a Trading Plan set up in accordance with this Code of Conduct.
When a person who has traded in securities has been in possession of unpublished price
sensitive information, his trades would be presumed to have been motivated by the
knowledge and awareness of such information in his possession.
TRADING WINDOW
1) The Compliance Officer shall notify a ‘trading window’ during which the Designated Persons may
trade in the Company’s securities after securing pre-clearance from the Compliance Officer in
accordance with this Code of Conduct.
2) Designated Persons shall not trade in the Company’s securities when the trading window is closed
(it may be termed as “Prohibited Periods) .
3) In respect of declaration of financial results, the Trading Window shall be closed at
least 7 days prior to the date of Board Meeting wherein the quarterly or annual
standalone / consolidated financial results, as the case may be, are declared. The
closure of Trading Window for purposes other than declaration of financial results and
for which a specific notice/intimation is required to be given to stock exchange shall
commence from the date on which intimation of the date of Board meeting for
consideration of any such Price Sensitive Information is given to Stock Exchange.
However, if the circumstances so warrant, the time for closing the Trading Window
may be increased or decreased by the Compliance Officer with the approval of
Chairman /Managing Director. The timing for re-opening of the trading window for the
information referred to above shall be determined by the compliance officer taking
into account various factors including the unpublished price sensitive information in
question becoming generally available and being capable of assimilation by the
market, which in any event shall not be earlier than forty-eight hours after the
information becomes generally available. All Directors, Officers, Designated Persons
and their immediate relatives of the company or Group shall conduct all their dealings
in the securities of the Company only during the valid trading window and shall not
deal in any transaction involving the purchase or sale of the Company's securities
during the prohibited periods or during any other period as may be specified by the
Company from time to time. The trading window shall also be applicable to any person
having contractual or fiduciary relation with the company, such as auditors,
accountancy firms, law firms, analysts, consultants etc., assisting or advising the
company. In case of ESOPs, exercise of option may be allowed in the period when
the trading window is closed. However sale of shares allotted on exercise of ESOPs
shall not be allowed when trading window is closed.
4) Additionally, the trading window shall be closed in particular for a Designated Person or class of
Designated Persons when the Compliance Officer determines that a Designated Person or class of
Designated Persons can reasonably be expected to have possession of UPSI, for such periods as
determined by the Compliance Officer.
5) Unless otherwise specified by the Compliance Officer, the trading window for Trading in Securities of
the Company shall be closed for the Designated Persons when the Compliance Officer determines
that a Designated Person or class of Designated Persons are reasonably expected to have
Unpublished Price Sensitive Information ( UPSI), including for the following purposes:
1. Declaration of financial results,
2. Declaration of Dividends,
3. Change in capital structure,
4. Mergers, de-mergers, acquisitions, delisting’s, disposals and expansion of business
and such other transactions,
5. Change in Key Managerial Personnel and
The trading window shall be opened 48 hours after the information referred to above become generally
available. All the designated persons shall strictly conduct all their Trading in the Securities of the Company
only when the Trading Window is open and no Designated person or their immediate relative shall trade in
securities of the company during the period the trading window is closed or during any other similar period
as may be specified by the Compliance Officer from time to time.
Provided that trading window norms shall not be applicable for trades carried out in accordance with an
approved trading plan.
PRE APPROVALS OF DEALS IN SECURITIES
Every designated person shall obtain a pre trading approval as per the procedure before doing any trading of
the company securities either by himself or by any of his Immediate Relatives. The designated person
should approach the compliance officer to execute the relevant prescribed forms and declarations
and in case of compliance officer, he has to make application and declaration to MD of the
Company. The application can be made by electronic forms followed by hard copy. No designated person
shall apply for pre trading approval if such person is in possession of UPSI even if the trading window is
closed.
The Compliance office will consider the application preferably on the same trading day but not later than
next trading day provided that such approval will not result in breach of any provisions of this policy. The
approval shall be issued in the specified format and shall be valid for period seven working days from the
date of approval.
In the absence of Compliance officer any other authorized person not below the rank of senior manager from finance team or compliance team shall issue the approval.
As mentioned in the above para the period of validity for such approval will be for 7 days and the
designated person should submit within two trading days of the execution of deal , the details of deal with
Compliance Officer in a prescribed format. In case if the transaction is not undertaken a report to that
effect shall be filed in the prescribed format.
In case of lapse of period ( 7 days) for execution of trading deal pursuant to the approval granted by the
Compliance officer the designated person or Immediate relative of the designated person may apply once
again to the compliance officer for pre clearance of the transaction covered under the said approval.
The designated persons shall not, within six months of buying or selling any number of Securities of the
Company, enter into an opposite transaction i.e sell or buy, as the case may be, any number of securities of
the company. The Compliance officer can grant relaxation from strict application of the above restriction
after recording the reasons in this regards provided at such relaxation does not violate the regulations. It
may however, be noted that in terms of the Regulations no such purchase/sale will be permitted when the
Trading window is closed.
Notwithstanding the above, should the designated persons execute an opposite transaction, inadvertently
or otherwise in violation of the restrictions set out above, the profits from such trade shall be liable to be
disgorged for remittance to SEBI for credit to the Investor Protection and Education Fund administered by
SEBI under the SEBI Act, 1992.
In case of doubt, the designated person shall check with the Compliance Officer or the officer designated
by him/her from time to time whether the provisions relating to pre clearance are applicable to any
proposed transaction in the Company`s Securities. All the designated person should give the declaration in
the specified format addressed to the compliance officer stating the shares held by them and by their
Immediate Relatives and giving the undertaking that they will not involve in any violation of insider trading
regulations.
“Provided that pre-clearance of trades shall not be required for a trade executed as per an approved
trading plan.
PRE-CLEARANCE OF TRADING
1.) Designated Persons may Trade in the securities of the Company when the trading window is open, after
obtaining pre-approval Company by submitting an application as per Annexure 1 and an undertaking as
per Annexure 2.
2) Designated Persons shall not trade in shares of the Company and shall not apply for pre clearance if such
Designated Person is in possession of UPSI even if the trading window is open.
3) The Compliance Officer shall not approve any proposed trade by Designated Person if the Compliance
Officer determines that such Designated Person is in possession of UPSI even though the trading window is
open.
4) The Compliance Officer may, after being satisfied that the application and undertaking are true and
accurate, approve trading by a Designated Person, on the condition that the trade so approved shall be
executed within seven trading days following the date of approval.
5) The Designated Person shall, within two days of the execution of the trade, submit the details of such
trade to the Compliance Officer as per Annexure 3. In case the transaction is not undertaken, a report to
that effect shall be filed in the said form.
6) If the pre-cleared trade is not executed within seven trading days after the approval is given, the
Designated Person must secure pre-clearance of the transaction again.
7) A Designated Person who trades in securities without complying with the pre-clearance procedure as
envisaged in these Code of Conduct or gives false undertakings and/or makes misrepresentations in the
undertakings executed by him/her while complying with the pre-clearance procedure shall be subjected to
the penalties as envisaged in these Code of Conduct.
ADDITIONAL TRADING RESTRICTIONS ON DESIGNATED PERSONS
1) No Director, Key Managerial Personnel or Designated Persons shall enter into derivative transactions in
respect of the securities of the Company.
2) No Designated Persons shall do intra-day trading in the securities of the Company.
3) All Designated Persons who trade in the securities of the company shall not enter into an opposite
transaction/contra trade (buy and sell any number of shares and vice versa) during the next six months
following the prior transaction. In case of any contra trade be executed, inadvertently or otherwise, in
violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to
the SEBI for credit to the Investor Protection and Education Fund administered by SEBI. However the
compliance officer is empowered to grant relaxation from strict application of such restriction for reasons
to be recorded in writing.
4) The above restriction on opposite transaction/contra trade shall not apply in case of exercise / sale of ESOP
shares provided the Designated Persons do not possess UPSI and the sale is executed when the trading
window is open.
5) Provided that restrictions on contra trade shall not be applicable for trades carried out in accordance with
an approved trading plan.”
TRADING PLAN
1) An INSIDER shall be entitled to formulate a Trading Plan that complies with the SEBI Regulations (a
“Trading Plan”) and present it to the Compliance Officer for approval and public disclosure pursuant to
which Trades may be carried out in his behalf in accordance with such plan.
2) The Compliance Officer shall review and approve the Trading Plan if it complies with the SEBI Regulations
and shall disclose the Trading Plan to the stock exchanges.
3) TRADING PLAN shall
i. Not entail starting of trading on behalf of the insider earlier than 6 months from the public
disclosure.
ii. Entail trading period of 12 months. Not entail overlap of any period for which another trading
plan is already in place.
iii. Not entail trading during the period between 20 trading days before the last day of any
quarterly/half yearly/annual financial period for which the results are required to be announced
and two trading days after the disclosure of such results.
iv. Set out the values of trades to be effected or the number of securities to be traded along with
the nature of the trade and the intervals at, or dates on which such trades shall be effected. Not
entail trading in securities for market abuse.
v. The compliance officer after reviewing the plan would approve the plan. Upon approval shall
notify the stock exchanges.
vi. Implementation of the trading plan shall not be commenced if any UPSI in possession of insider
at the time of formulating the plan has not become available at the time of implementation of the
plan. In such case the commencement ought to be deferred.
vii. The trading plan once approved shall be irrevocable and the insider shall mandatorily have to
implement the plan without being entitled to either deviate from it or to execute any trade in the
securities out the scope of the plan.
PENALTY FOR INSIDER TRADING
1) Any Director, Officer or Designated Person of the Company who violates this Code of Conduct may be
subject to disciplinary action by the Audit Committee of the Company which may include the following:
First violation -
When Trading window is open - Warning letter
When Trading window is closed – Warning letter plus monetary penalty of 50% of the profit earned
Second violation -
When Trading window is open - monetary penalty of 50% of the profit earned
When Trading window is closed – monetary penalty of 100% of the profit earned
# “Profit” - Profit for this purpose shall mean the difference between the selling price of the shares less exercise
price / purchase price, as the case may be.
2. On any subsequent violations, such disciplinary action which may not be limited to reducing annual rating,
holding up promotion for that year, non-eligibility for variable pay/bonus for that year, ineligibility for future
participation in the Company’s stock option, wage/salary freeze, suspension or dismissal as per the Company
policy.
3. However, Audit Committee is permitted to take any disciplinary action including levying monetary penalty
depending upon seriousness of the violation even though it is a first instance of violation.
4. Any penalty collected for violation of this code may be used for the Company’s CSR expenses or remitted to
Investor Education and Protection Fund (IEPF) in accordance with regulatory requirements.
5. The SEBI or any other appropriate regulatory authority would also be informed of the violation of this Code of
Conduct. The action by the Company shall not preclude SEBI from taking any action in case of violation of SEBI
(Prohibition of Insider Trading), Regulations, 2015.
DISCLSOURE REQUIREMENTS:
DISCLOSURE
REQUIREMENTS
TYPE OF DISCLOSURE
WHAT BY TO DURATION FORM
INITIAL
DISCLOSURES
Holding of
securities of the
company as on
date of appointment.
Upon becoming
KMP, Director or
Promoter
Company Within 7 days of
such
appointment
FORM B set out
in Annexure 4
CONTINUAL
DISCLOSURES
Securities traded,
in aggregate, IN
A CALENDAR
QUARTER,
Any Designated
person/Promoter
/Director
Company Within 2 trading
days of such
transaction
FORM C set out
in Annexure 5
On receipt of
such disclosure
or on becoming
aware of such information
Company Stock Exchange Within 2 trading
days of receipt of
disclosure
FORM C set out
in Annexure 5
DISCLOSURE BY
OTHER
CONNECTED
PERSON
As required by
the company –
(to disclose the
holding and
trading’s at such
frequency )
Connected
Person
Company As specified by
the Company
FORM D set out
in Annexure 6
ANNUAL
DISCLOSURE
Holding of
securities of the Company
by Designated
Persons
Company as at Financial
year beginning
F0RM E set out in
Annexure 7
MISCELLANEOUS
1) The Board of Directors shall be empowered to amend, modify, interpret this Code of Conduct and such change
shall be effective from such date that the Board may notify in this behalf.
2) The Compliance Officer shall provide to the Chairman of the Audit Committee or to the Chairperson of the
Board, on a quarterly basis, the details of options exercised under ESOP and trading in securities by the Designated
Persons including any violations of the Code of Conduct and SEBI (Prohibition of Insider trading) regulations, 2015.
3) The Compliance Officer shall maintain (a) updated list of Designated Persons, (b) records of disclosures and pre-
clearance applications and undertakings for a period of five years and
4) The Company shall require all Connected Persons to formulate and adhere to a code of conduct to achieve
compliance with this Code of Conduct. In case such persons observe that there has been a violation of the Code of
Conduct, then they shall inform the Board of Directors of the Company promptly.
5) The Company has adopted the amended ‘Code of practice and procedures for fair disclosure of Unpublished
Price Sensitive Information’ available at www.gallantt.com to regulate the Company’s practices and procedures
for fair disclosure of UPSI
6) It is the responsibility of the Connected Person to ensure compliance with the Code of Conduct. In case of any
doubt a written correspondence should be done with the Compliance Officer and no action should be taken till the
doubt is clarified in writing.
11. CONTACT DETAILS OF COMPLIANCE OFFICER:
Nitesh Kumar
Company Secretary and Compliance Officer Gallantt Ispat Limited
1, Crooked Lane, Second Floor, Room
Nos. 222 & 223, Kolkata – 700069, India
OR
“GALLANTT HOUSE”,
I-7, Jangpura Extension,
New Delhi – 110014.India
Email: [email protected]
Annexure 1
APPLICATION FOR PRE-TRADING APPROVAL
To,
The Compliance Officer,
GALLANTT ISPAT LIMITED
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Insider Trading Policy, I
seek approval to purchase / sell / subscribe equity shares of the Company as per details given below: I
declare that I am not in possession of any unpublished price sensitive information.
1.
Name of the applicant &
If applicable Name of the relative
2.
Employee ID (if Applicable)
3.
Designation
4.
Number of securities held as on date
5.
Folio No. / DP ID / Client ID No.
6.
The proposal is for
(a) Purchase of securities
(b) Subscription to securities
(c) Sale of securities
7.
Proposed date of trading in securities
8.
Estimated number of securities proposed to be
purchased/subscribed/sold
9.
Current market price (as on date of application)
10.
Whether the proposed transaction will be through stock
exchange or off-market trade
11.
Folio No. / DP ID / Client ID No. where the securities
will be credited / debited
I enclose herewith the Undertaking signed by me.
Signature:
Name: ::
Date :
Annexure 2
UNDERTAKING TO BE ACCOMPANIED WITH THE APPLICATION FOR PRE-CLEARANCE To,
The Compliance Officer,
GALLANTT ISPAT LIMITED
I, , of the Company residing at
, am desirous of trading in
shares of the Company as mentioned in my application dated for pre-clearance of the transaction.
I further declare that I am not in possession of any unpublished price sensitive information up to the time of
signing this Undertaking.
In the event that I have access to or receive any unpublished price sensitive information after the signing of this
undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance
Officer of the same and shall completely refrain from trading in the securities of the Company until such
information becomes public.
I declare that I have not contravened the provisions of the Code of Conduct as notified by the Company from time
to time.
In the event of this transaction being in violation of the Code of Conduct or the applicable laws,
(a) I will, unconditionally, release, hold harmless and indemnify to the fullest extent, the Company and its
directors and officers, (the ‘indemnified persons’) for all losses, damages, fines, expenses, suffered by the
indemnified persons,
(b) I will compensate the indemnified persons for all expenses incurred in any investigation, defense, crisis
management or public relations activity in relation to this transaction and
(c) I authorize the Company to recover from me, the profits arising from this transaction and remit the same to
the SEBI for credit of the Investor Protection and Education Fund administered by the SEBI.
I undertake to submit the necessary report within two days of execution of the transaction / a ‘Nil’ report if the transaction is not undertaken.
If approval is granted, I shall execute the trade within seven trading days of the receipt of approval failing which I
shall seek pre-clearance afresh.
I declare that I have made full and true disclosure in the matter.
Signature:
Name: Date :
Annexure 3
DISCLOSURE OF TRANSACTIONS WITH REFERENCE TO PRE-CLEARANCE APPROVAL OBTAINED.
(To be submitted within 2 days of transaction / trading in securities of the Company)
To,
The Compliance Officer,
GALLANTT ISPAT LIMITED
I hereby inform that I
have not bought / sold/ subscribed any securities of the Company
have bought/sold/subscribed to securities as mentioned below on (date) (Strike out whichever is not applicable)
Name of holder No. of securities Bought / sold / DP ID/Client Price (Rs.)
traded subscribed ID/Folio No.
I declare that the above information is correct and that no provisions of the Company’s Code of Conduct and/or
applicable laws/regulations have been contravened for effecting the above said transactions(s).
Signature:
Name:
Date :
Annexure 4
Form B
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
[Regulation 7 (1) (b) read with Regulation 6(2)]
To,
The Compliance Officer,
GALLANTT ISPAT LIMITED (ISIN: _______________________)
Details of Securities held on appointment of Key Managerial Personnel or Director or upon becoming a Promoter of a listed company and other such persons as mentioned in Regulation 6(2) of SEBI Regulations.
Name,
PAN
No.,
CIN/DIN
&
Address with
contact
nos.
Category of Person
(Promoters/ KMP /
Directors/immediate
Relatives/others
etc.)
Date of
appointment of
Director
/KMP OR Date of becoming
Promoter
/others etc.)
Securities
held
at the
time of becoming Promoter/appointment
of
Director/KMP/ others
etc.)
% of Open Interest of the
Future contracts held
at the time of
becoming
Promoter/appointment of
Director/KMP/ others
etc.)
Open Interest of the
Option Contracts
held at the time of
becoming
Promoter/appointment of
Director/KMP/ others
etc.)
Shareholding
Type of security No. Contract Number Notional Contract Number Notional
(For eg. –
Shares, Warrants, Convertible
Debentures etc.)
Specifications of units (contracts*
lot size)
value in Rupee terms
Specifications of units (contracts*
lot size)
value in Rupee terms
Annexure 5
FORM C
SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) –
Continual disclosure]
To,
The Compliance Officer,
GALLANTT ISPAT LIMITED (ISIN: )
Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).
Name,
PAN,
CIN/DIN,
& address
with
contact nos
Categor y of
Person (Promot
ers/ KMP /
Directors /
Immediate relative
to / others etc )
Securities held prior to
acquisition / disposal Securities acquired/Disposed Securities held post
acquisition/disposal Date of allotment
advice/
acquisition of
shares/ sale of
shares specify
Date of
intimation
to company
Mode of
acquisition /
disposal (on
market/public/
rights/
preferential
offer / off
market/ Inter-
se transfer, ESOPs etc.)
Type of
security
(For eg. –
Shares,
Warrants ,
Converti
ble
Debentur
es etc.)
No. and
% of
shareh
olding
Type of
security
(For eg.
–
Shares,
Warran
ts,
Convert
ible
Debent
ures
etc.)
No Valu
e
Transact
ion
Type
(Buy/
Sale/
Pledge /
Revoke/
Invoke)
Type of
security
(For eg.
– Shares,
Warrants
,
Converti
ble
Debentur
es etc.)
No. and
% of
shareholdi
ng
From To
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned
in Regulation 6(2).
Trading in derivatives (Specify type of contract, Futures or Options etc) Exchange on which the trade was executed
Type of contract Contract specifications Buy Sell
Notional Value
Number of units
(contracts *
lot size)
Notional Value Number of units (contracts
* lot size)
15 16 17 18 19 20 21
Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.
Name & Signature:
Designation:
Date:
Place:
Annexure 6
FORM D
SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulation 7(3) – Transactions by Other connected
persons as identified by the company Details of trading in securities by other connected persons as identified by
the company
To,
The Compliance Officer,
GALLANTT ISPAT LIMITED (ISIN: )
Name,
PAN,
CIN/DIN,
& address
with
contact
Connect ion with
company
Securities held prior to
acquisition / disposal Securities acquired/Disposed Securities held post
acquisition/disposal Date of allotment
advice/
acquisition of
shares/ sale of
shares specify
Date of
intimation
to company
Mode of
acquisition /
disposal (on
market/public/
rights/
preferential
offer / off
market/ Inter-
se transfer,
ESOPs etc.)
Type of
security
(For eg. –
Shares,
Warrants ,
Converti
ble
Debentur
es etc.)
No. and
% of
shareh
olding
Type of
security
(For eg.
–
Shares,
Warran
ts,
Convert
ible Debent
ures
etc.)
No Valu
e
Transact
ion
Type
(Buy/
Sale/
Pledge /
Revoke/
Invoke)
Type of
security
(For eg.
– Shares,
Warrants
,
Converti
ble
Debentur es etc.)
No. and
% of
shareholdi
ng
From To
1 2 3 4 5 6 7 8 9 10 11 12 13 14
Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned
in Regulation 6(2).
Trading in derivatives (Specify type of contract, Futures or Options etc) Exchange on which the trade was executed
Type of contract Contract specifications Buy Sell
Notional Value
Number of units
(contracts *
lot size)
Notional Value Number of units (contracts
* lot size)
15 16 17 18 19 20 21
Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.
Name:
Signature:
Place:
Annexure 7
FORM E
To
The Compliance Officer
GALLANTT ISPAT LIMITED,
Secretarial Department
Reg: Annual Disclosure of shareholdings in terms of the Code of Conduct for Prevention of Insider Trading by
Designated Persons.
Following are the details of shares held by me, (Name) …... (Designation and Department), and my immediate relatives
and persons with whom I share a material financial relationship (as defined in the Code).
Name, Address &
Contact details Relationship
Names of
educations
institutions from
which designated
persons have
studied and
names of their past employers
PAN
No. of Shares
Details such
held in the asFolio/DP
Company ID/Client ID
SELF
*Immediate
Relatives &
persons with whom I
share a material
financial relationship
:
1.
2.
3.
4.
5.
* Please refer to the definition of “Immediate Relatives” & “material financial relationship is shared” under the Code.
Signature: Date:
Designation: Place:
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION
A.POLICY
The SEBI Regulations require the Company to formulate a code of practices and procedures for fair disclosure of
unpublished price sensitive information that it would follow in order to adhere to each of the principles set out in
Schedule A to the SEBI Regulations.
The SEBI Regulations requires the Company to promptly disclose unpublished price sensitive information that
would impact price discovery no sooner than credible and concrete information comes into being in order to make
such information generally available.
B. CODE OF FAIR DISCLOSURE PRACTICES:
1. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no
sooner than credible and concrete information comes into being in order to make such information generally
available.
2. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to
avoid selective disclosure.
3. Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and
disclosure of unpublished price sensitive information.
4. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently
or otherwise to make such information generally available.
5. Appropriate and fair response to queries on news reports and requests for verification of market rumours by
regulatory authorities.
6. Ensuring that information shared with analysts and research personnel is not unpublished price sensitive
information.
7. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other
investor relations conferences on the official website to ensure official confirmation and documentation of
disclosures made.
8. Handling of all unpublished price sensitive information on a need-to-know basis.
PUBLIC REPRESENTATION OF THE COMPANY AND THE GROUP.
The Company honors the information requirements of the public and its stakeholders. In all its public appearance
with respect to disclosing company and business information to public constituencies such as media, the financial
community, employees, shareholders, agents, franchisees, dealers, distributors and importers. The Company shall
be represented only by specifically authorized person by the Board. It shall be the sole responsibility of these
authorized representatives to disclose information about the company.
MINIMUM STANDARDS FOR CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY
DESIGNATED PERSONS:
The Code of conduct which is elaborated in the beginning comprising of duties and powers of the compliance
officer along with the detailed procedure to monitor the prohibition of insider trading of company securities.
However the gist of minimum standards that required are reproduced.
1. The compliance officer shall report to the board of directors and in particular, shall provide reports to the
Chairman of the Audit Committee, if any, or to the Chairman of the board of directors at such frequency as may be
stipulated by the board of directors but not less than a year.
2. The information shall be handled within the organization on a need-to-know basis and no unpublished price
sensitive information shall be communicated to any person except in furtherance of the legitimate purposes,
performance of duties or discharge of legal obligations.
3. Designated persons and immediate relatives of designated persons in the organisation shall be governed by an
internal code of conduct governing dealing in securities.
4. Designated persons may execute trades subject to compliance with these regulations. Towards this end, a
notional trading window shall be used as an instrument of monitoring trading by the designated persons. The
trading window shall be closed when the compliance officer determines that a designated person or class of
designated persons can reasonably be expected to have possession of unpublished price sensitive information.
Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information
relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is
closed. The gap between clearance of accounts by audit committee and board meeting should be as narrow as
possible and preferably on the same day to avoid leakage of material information
5. The timing for re-opening of the trading window shall be determined by the compliance officer taking into
account various factors including the unpublished price sensitive information in question becoming generally
available and being capable of assimilation by the market, which in any event shall not be earlier than forty-eight
hours after the information becomes generally available.
6. When the trading window is open, trading by designated persons shall be subject to preclearance by the
compliance officer, if the value of the proposed trades is above such thresholds as the board of directors may
stipulate.
7. Prior to approving any trades, the compliance officer shall be entitled to seek declarations to the effect that the
applicant for pre-clearance is not in possession of any unpublished price sensitive information. He shall also have
regard to whether any such declaration is reasonably capable of being rendered inaccurate.
9. The code of conduct has specified reasonable timeframe, which in any event shall not be more than seven
trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing
which fresh pre-clearance would be needed for the trades to be executed. “Provided that this shall not be
applicable for trades pursuant to exercise of stock options.”
10. The code of conduct has specified the period, which in any event shall not be less than six months, within
which a designated person who is permitted to trade shall not execute a contra trade. The compliance officer may
be empowered to grant relaxation from strict application of such restriction provided that such relaxation does not
violate these regulations. Should a contra trade be executed, inadvertently or otherwise, in violation of such a
restriction, the profits from such trade shall be liable to be disgorged for remittance to the Board for credit to the
Investor Protection and Education Fund administered by the Board under the Act.
11. The code of conduct has stipulated formats as the board of directors deems necessary for making applications
for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance,
recording of reasons for such decisions and for reporting level of holdings in securities at such intervals as may be
determined as being necessary to monitor compliance with these regulations.
12. Without prejudice to the power of the Board under the Act, the code of conduct has stipulated the sanctions
and disciplinary actions, including wage freeze, suspension, recovery, clawback etc., that may be imposed, by the
persons required to formulate a code of conduct under sub-regulation (1) of regulation 9, for the contravention of
the code of conduct.
13. The code of conduct has specified that in case it is observed by the listed company required to formulate a
code of conduct under sub-regulation (1) of regulation 9, that there has been a violation of these regulations, it
shall inform the Board promptly.
14. Designated persons shall be required to disclose names and Permanent Account Number or any other identifier
authorized by law of the following persons to the company on an annual basis and as and when the information
changes:
a) immediate relatives
b) persons with whom such designated person(s) shares a material financial relationship
c) Phone, mobile and cell numbers which are used by them
In addition, the names of educational institutions from which designated persons have graduated and names of
their past employers shall also be disclosed on a one time basis.
Explanation – The term “material financial relationship” shall mean a relationship in which one person is a
recipient of any kind of payment such as by way of a loan or gift during the immediately preceding twelve months,
equivalent to at least 25% of such payer’s annual income but shall exclude relationships in which the payment is
based on arm’s length transactions.”
Any contravention to the policy will attract the penal provisions under Section 15G of SEBI Act. Any person,
employee, directors, KMP contravenes the provisions of Insider Trading regulations shall be punishable with a fine
of Rs. 10 lakhs which may extend to Rs. 25 Crores or imprisonment for a period 2 years or both.
RESPONDING TO MARKET RUMOURS
The Company’s general policy is not to comment upon such rumours.
In case there is any query or request for verification of market rumours by the stock exchanges, the Company
Secretary shall carry out preliminary enquiry/investigation in to the circumstances resulting in origination of the
rumour so as to ascertain the exact basis and nature of the rumour, actual/potential effect on movement of prices
of the securities and other related factors; and an internal report will be prepared on the basis of the above and
forwarded to the Chairman and/or Managing Director, CEO , CFO and Chief Investor Relation officer for deciding
the response in the form of clarification, denial or rebuttal to be given to the stock exchange. If necessary,
appropriate press release may also be given for information of the general investors.
DISCLOSURE/ DISSEMINATION OF PRICE SENSITIVE INFORMATION WITHSPECIAL REFERENCE TO ANALYSTS,
INSTITUTIONAL INVESTORS
The Company should follow the guidelines given hereunder while dealing with analysts and institutional investors:
Only public information to be provided. The Company shall provide only public information to the analyst/
research persons/ large investors like institutions. Alternatively, the information given to the analyst should be
simultaneously made public at the earliest.
Recording of discussion. In order to avoid misquoting or misrepresentation, it is desirable that at least two
Company representatives including the Chief Investor Relations Officer be present at meetings with Analysts,
brokers or Institutional Investors and discussion should preferably be recorded.
Handling of unanticipated questions. The Company shall be careful when dealing with analysts, questions that
raise issues outside the intended scope of discussion. The Chief Investor Relations Officer, should tackle the
unanticipated questions carefully. The unanticipated questions may be noted and a considered response be given
later in consultation with the Managing Director/ Chief Executive Officer/ Chief Financial Officer. If the answer
includes Price Sensitive Information, a public announcement should be made before responding.
Simultaneous release of information. When the Company organises meetings with analysts, the Company shall
make a press release or post relevant information on its website after every such meet. The Company may also
consider live webcasting of analyst meets.
POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES
For the purpose of illustration, the term “legitimate purpose” shall include sharing of unpublished price sensitive
information in the ordinary course of business by an insider with partners, collaborators, lenders, customers,
suppliers, merchant bankers, legal advisors, auditors, insolvency professionals or other advisors or consultants,
provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations.
Any person in receipt of unpublished price sensitive information pursuant to a “legitimate purpose” shall be
considered an “insider” for purposes of these regulations and due notice shall be given to such persons to maintain
confidentiality of such unpublished price sensitive information in compliance with these regulations.
VIOLATION OF THIS POLICY
Any violation of this policy by an employee, designated person, officer, or director of the Group shall be brought
to the attention of the Chief Executive Officer, Chief Financial Officer, Compliance Officer and the Board of
Directors and may constitute grounds for termination of service.
**********************
Appendix A
AN EXTRACT OF SECTIONS 15G AND 24 THE SEBI ACT, 1992
A.PENALTY FOR INSIDER TRADING
If any insider who,—
1) either on his own behalf or on behalf of any other person, deals in securities of a body corporate listed on any
stock exchange on the basis of any unpublished price-sensitive information; or
2) communicates any unpublished price-sensitive information to any person, with or without his request for such
information except as required in the ordinary course of business or under any law; or
3) counsels, or procures for any other person to deal in any securities of any body corporate on the basis of
unpublished price-sensitive information,
shall be liable to a penalty which shall not be less than Rs 10 lakh but which may extend to Rs 25 crore rupees or 3
times the amount of profits made out of insider trading, whichever is higher.
B.OFFENCES
1) Without prejudice to any award of penalty by the adjudicating officer under this Act, if any person contravenes
or attempts to contravene or abets the contravention of the provisions of this Act or of any rules or regulations
made thereunder, he shall be punishable with imprisonment for a term which may extend to ten years, or with
fine, which may extend to twenty five crore rupees or with both.
2) If any person fails to pay the penalty imposed by the adjudicating officer or fails to comply with any of his
directions or orders, he shall be punishable with imprisonment for a term which shall not be less than one month
but which may extend to ten years, or with fine, which may extend to twenty five crore rupees or with both.
**********************